Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 28, 2014, the Board of Directors (the "Board") of Tuesday Morning
Corporation (the "Company"), upon recommendation of the Nominating and
Governance Committee of the Board, elected Jim Wade to serve as an independent
director of the Company, effective July 29, 2014. Mr. Wade was elected to serve
until his term expires at the Company's next annual meeting of stockholders to
be held in 2014 and until his successor is duly elected and qualified, or until
his earlier death, resignation, retirement or removal. Mr. Wade will serve on
the Audit Committee. There are no understandings or arrangements between
Mr. Wade and any other person pursuant to which he was selected to serve as a
director of the Company and there are no reportable transactions under Item
404(a) of Regulation S-K. In conjunction with the appointment of Mr. Wade to
the Board, he will be awarded shares of restricted stock valued at $70,000 on
the date of grant.
Mr. Wade will receive compensation for his service on the Board in accordance
with the Company's standard compensatory arrangements for independent directors.
These arrangements include an annual cash retainer in the amount of $50,000 and
an annual restricted stock award valued at $70,000. As a member of the Audit
Committee, Mr. Wade will receive an annual cash retainer in the amount of
$10,000. In addition, Mr. Wade will be reimbursed for his out-of-pocket
expenses incurred in attending Board meetings and will receive the standard 20%
discount on merchandise purchases provided to all of the Company's employees.
Item 7.01. Regulation FD Disclosure.
On July 29, 2014, the Company issued a press release announcing the appointment
of Jim Wade as an independent director of the Company. The press release is
furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished in this Item 7.01 - "Regulation FD Disclosure" of this
Current Report on Form 8-K and the press release attached hereto as Exhibit 99.1
shall not be deemed "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the liabilities of
such section, and shall not be deemed to be incorporated by reference into the
filings of the Company under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended.
Item 9.01. Financial Statements and Exhibits.
99.1 Press Release of Tuesday Morning Corporation dated July 29, 2014